Exhibit 10.31


                                                                   March 3, 2005

mmWave Technologies Inc.
6695 Millcreek Dr. Unit 8
Mississauga Ontario
L5N 5R8

Dear Sirs:

      We are pleased to confirm that, subject to acceptance by you, The Bank of
Nova Scotia (the "Bank") will make available to mmWave Technologies Inc. (the
"Borrower"), credit facilities on the terms and conditions set out in the
attached Terms and Conditions Sheet and in Schedule "A".

      If the arrangements set out in this letter, and in the attached Terms and
Conditions Sheet and Schedule "A" (collectively the "Commitment Letter') are
acceptable to you, please sign the enclosed copy of this letter in the space
indicated below and return the letter to us by the close of business on March
17, 2005 after which date this offer will lapse.

      This Commitment Letter replaces all previous commitments issued by the
Bank to the Borrower.

                                                Yours truly,

---------------------------                     ---------------------------
Bent Laursen                                    Zenon Iwachiw
Senior Relationship Manager                     Director Commercial Banking

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      The arrangements set out above and in the attached Terms and Conditions
Sheet and Schedule "A" (collectively the "Commitment Letter") are hereby
acknowledged and accepted by:

mmWave Technologies Inc.

Name

By:     ______________________________
Title:

Date:  ______________________________


Guarantors:

Wireless Age Communications, Inc.                1588102 Ontario Inc.

Name                                             Name

By:     ______________________________           By:     _______________________
Title:                                           Title:

Date:  ______________________________            Date:  ________________________



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                              TERMS AND CONDITIONS

CREDIT NUMBER:  1                                AUTHORIZED AMOUNT:  $750,000.00
--------------------------------------------------------------------------------

TYPE

         Operating

PURPOSE

         General operating requirements

CURRENCY

         Canadian dollars and/or U.S. Dollars equivalent thereof.

AVAILMENT

         The Borrower may avail the Credit by way of direct advances evidenced
         by Agreement re Operating Credit Line.

INTEREST RATE

         Cdn. Dollars): The Banks' Prime Lending Rate from time to time, plus
         1.20% per annum with interest payable monthly.

         (U.S. Dollars): The Bank's U.S. Dollar Base Rate in Canada, from time
         to time, plus 1.20% per annum with interest payable monthly.

REPAYMENT

         Advances are repayable on demand.

FEES

         An Annual Review Fee of $1,000 is payable by the Borrower upon
         acceptance of this Commitment Letter.

         A Financial Statement Review Fee of $30.00 per reporting period
         (quarterly) is payable by the Borrower at the end of each reporting
         period.

         A Security Monitoring Fee of $30 is payable by the Borrower each time
         the Bank deems it advisable to monitor accounts receivable/loan
         margins, to conduct inventory audits/checks and/or to perform security
         valuations, security verifications or other such activities (monthly).


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         In addition to, and not in substitution for the obligations of the
         Borrower and the rights of the Bank upon the occurrence of an event of
         default herein, the Borrower shall pay to the Bank:

            a fee of $100.00 per month (or such higher amount as may be
            determined by the Bank from time to time) for each month or part
            thereof during which the Borrower is late in providing the Bank with
            financial or other information required herein;

         The imposition or collection of fees does not constitute an express or
         implied waiver by the Bank of any event of default or any of the terms
         or conditions of the lending arrangements, security or rights arising
         from any default. Fees may be charged to the Borrower's deposit account
         when incurred.

SPECIFIC SECURITY

         The following security, evidenced by documents in form satisfactory to
         the Bank and registered or recorded as required by the Bank, is to be
         provided prior to any advances or availment being made under the
         Credit(s):

            Agreement Re Operating Credit Line. (Schedule B, for U.S.$
            Advances).


CREDIT NUMBER:  2                                 AUTHORIZED AMOUNT:  $50,000.00
--------------------------------------------------------------------------------

TYPE
         Corporate VISA - Availment, interest rate and repayment as per
         Cardholder Agreement.

GENERAL SECURITY

         The following security, evidenced by documents in form satisfactory to
         the Bank and registered or recorded as required by the Bank, is to be
         provided prior to any advances or availment being made under the
         Credits:

                  General Security Agreement over all present and future
                  personal property with appropriate insurance coverage, loss if
                  any, payable to the Bank.

                  Insurance over inventory with loss, if any, payable to the
                  Bank.

                  Postponement Agreement covering an amount of $700,000,
                  supported by respective promissory note(s).

                  Postponed Funds may be reduced subject to all conditions of
                  the Commitment Letter being met, both before and after giving
                  effect to such reductions.


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                  Guarantees given by the following in the amounts shown (with
                  corporate seals and resolutions as applicable):

                          NAME                                       AMOUNT
                          ----                                       ------
                          Wireless Age Communications, Inc.       $750,000.
                          1588102 Ontario Inc.                    $750,000.

GENERAL CONDITIONS

     Until all debts and liabilities under the Credits have been discharged in
     full, the following conditions will apply in respect of the Credits:

              Operating loans are not to exceed at any time the lesser of the
              operating limit or Borrowing Base which is defined as the
              aggregate of 75% of good quality domestic (Canadian &/or US
              Dollar) accounts receivable (excluding accounts over 90 days,
              accounts due by employees, offsets and inter-company accounts)
              less security interests or charges held by other parties and
              specific payables which have or may have priority over the Bank's
              security.

              The ratio of current assets to current liabilities is to be
              maintained at all times at 1.2:1 or better.

              The ratio of Debt (including deferred taxes) to Tangible Net Worth
              (TNW) is not to exceed 2.5:1.

              TNW is defined as the sum of share capital, earned and contributed
              surplus and postponed funds less (i) amounts due from
              officers/affiliates, (ii) investments in affiliates, and (iii)
              intangible assets as defined by the Bank.

              No dividends, withdrawals, bonuses, advances to shareholders,
              management or affiliate are permitted which would place any bank
              credit conditions in default.

              Without the Bank's prior written consent:

                  No change in ownership is permitted.

                  The Bank acknowledges mmWave Technologies Inc. request to the
                  Bank to consent to the sale of mmWave Technologies Inc. to
                  1588102 Ontario Inc. and provides its consent, subject to:

                  a) The Borrower providing the Bank with a signed copy of the
                  Purchase Agreement satisfactory to the Bank, immediately upon
                  completion of the transaction.

                  b) The Guarantors providing the Bank with a lawyer's affidavit
                  confirming the Guarantees being provided will not contravene
                  of current Banking Covenants.


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                  c) Confirmation Guarantor is currently onside to all Banking
                  Covenants.

                  No mergers, acquisitions or change in the Borrower's line of
                  business are permitted.

              The Borrower shall permit the Bank, or its agents, access, at all
              reasonable times, to all premises where the collateral covered by
              the Bank's security may be located and the Bank or its agents may
              inspect such collateral and all related documents and records.


              For ongoing Credit Risk management purposes, all operating
              accounts of the Borrower shall be maintained with the Bank as long
              as the Borrower has any operating line facilities with the Bank.


GENERAL BORROWER REPORTING CONDITIONS

     Until all debts and liabilities under the Credit(s) have been discharged in
     full, the Borrower will provide the Bank with the following:


              Annual Audited Financial Statements, within 90 days of the
              Borrower's fiscal year end, duly signed.

              Quarterly Interim Financial Statements within 25 days of period
              end.

              Annual Consolidated Audited Financial Statements of the Wireless
              Age Communications, Inc. (guarantor) within 90 days of the
              Borrower's fiscal year end, duly signed.

              In house Financial Statements of 1588102 Ontario Inc. (Guarantor)
              within 90 days of the Borrower's fiscal year end, duly signed.

              A Statement of Security monthly, to include information on
              inventory, accounts receivable and accounts payable, within 25
              days of period end.

              Monthly Aged Listing of Receivables within 25 days of period end.

              Monthly Aged Listing of Trade Accounts Payable within 25 days of
              period end.


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                                   SCHEDULE A

                   ADDITIONAL TERMS AND CONDITIONS APPLICABLE
                                 TO ALL CREDITS

Calculation and Payment of Interest

1.    Interest on loans/advances made in Canadian dollars will be calculated on
      a daily basis and payable monthly on the 22nd day of each month (unless
      otherwise stipulated by the Bank). Interest shall be payable not in
      advance on the basis of a calendar year for the actual number of days
      elapsed both before and after demand of payment or default and/or
      judgment.

1a.   Interest on loans/advances made in U.S. dollars will be calculate on a
      daily basis and payable monthly on the 22nd day of each month, (unless
      otherwise stipulated by the Bank). Interest shall be payable not in
      advance on the basis of a 360 day year for the actual number of days
      elapsed both before and after demand of payment or default and/or
      judgement. The rate of interest based on a 360 day year is equivalent to
      the rate based on a calendar year of 365 days of 365/360 times the rate of
      interest that applies to the U.S. dollar loans/advances.

Interest on Overdue Interest

2.   Interest on overdue interest shall be calculated at the same rate as
     interest on the loans/advances in respect of which interest is overdue, but
     shall be compounded monthly and be payable on demand, both before and after
     demand and judgment.

Indemnity Provision

3.   If the introduction or implementation of, or any change in, or in the
     interpretation of, or any change in its application to the Borrower of,
     any law or any regulation or guideline issued by any central bank or other
     governmental authority (whether or not having the force of law),
     including, without limitation, any reserve or special deposit requirement
     or any tax (other than tax on the Bank's general income) or any capital
     requirement, has due to the Bank's compliance the effect, directly or
     indirectly, of (i) increasing the cost to the Bank of performing its
     obligations hereunder or under any availment hereunder; (ii) reducing any
     amount received or receivable by the Bank or its effective return
     hereunder or in respect of any availment hereunder or on its capital; or
     (iii) causing the Bank to make any payment or to forgo any return based on
     the amount received or receivable by the Bank hereunder or in respect of
     any availment hereunder, then upon demand from time to time the Borrower
     shall pay such amount as shall compensate the Bank for any such cost,
     reduction, payment or forgone return (collectively "Increased Costs") as
     such amounts are calculated in a certificate reasonably prepared by the
     Bank.


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     In the event of the Borrower becoming liable for such Increased Costs, the
     Borrower shall have the right to prepay in full, without penalty, the
     outstanding principal balance under the affected credit other than the face
     amount of any document or instrument issued or accepted by the Bank for the
     account of the Borrower, including, without limitation, a Letter of Credit,
     a Letter of Guarantee or a Banker's Acceptance. Upon any such prepayment,
     the Borrower shall also pay the then accrued interest on the amount prepaid
     and the Increased Costs to the date of prepayment together with such amount
     as will compensate the Bank for the cost of any early termination of its
     funding arrangements in accordance with its normal practices, as such
     amounts are calculated in a certificate reasonably prepared by the Bank.

Environment

4. The Borrower agrees:

     (a)      to obey all applicable laws and requirements of any federal,
              provincial, or any other governmental authority relating to the
              environment and the operation of the business activities of the
              Borrower;

     (b)      to allow the Bank access at all times to the business premises of
              the Borrower to monitor and inspect all property and business
              activities of the Borrower;

     (c)      to notify the Bank from time to time of any business activity
              conducted by the Borrower which involves the use or handling of
              hazardous materials or wastes or which increases the environmental
              liability of the Borrower in any material manner;

     (d)      to notify the Bank of any proposed change in the use or occupation
              of the property of the Borrower prior to any change occurring;

     (e)      to provide the Bank with immediate written notice of any
              environmental problem and any hazardous materials or substances
              which have an adverse effect on the property, equipment, or
              business activities of the Borrower and with any other
              environmental information requested by the Bank from time to time.

     (f)      to conduct all environmental remedial activities which a
              commercially reasonable person would perform in similar
              circumstances to meet its environmental responsibilities and if
              the Borrower fails to do so, the Bank may perform such activities;
              and

     (g)      to pay for any environmental investigations, assessments or
              remedial activities with respect to any property of the Borrower
              that may be performed for or by the Bank from time to time.


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     If the Borrower notifies the Bank of any specified activity or change or
     provides the Bank with any information pursuant to subsections (c), (d), or
     (e), or if the Bank receives any environmental information from other
     sources, the Bank, in its sole discretion, may decide that an adverse
     change in the environmental condition of the Borrower or any of the
     property, equipment, or business activities of the Borrower has occurred
     which decision will constitute, in the absence of manifest error,
     conclusive evidence of the adverse change. Following this decision being
     made by the Bank, the Bank shall notify the Borrower of the Bank's decision
     concerning the adverse change.

     If the Bank decides or is required to incur expenses in compliance or to
     verify the Borrower's compliance with applicable environmental or other
     regulations, the Borrower shall indemnify the Bank in respect of such
     expenses, which will constitute further advances by the Bank to the
     Borrower under this Agreement.

Periodic Review

5.   The obligation of the Bank to make further advances or other accommodation
     available under any Credit(s) of the Borrower under which the indebtedness
     or liability of the Borrower is payable on demand, is subject to periodic
     review and to no adverse change occurring in the financial condition or the
     environmental condition of the Borrower or any guarantor.

Evidence of Indebtedness

6.   The Bank's accounts, books and records constitute, in the absence of
     manifest error, conclusive evidence of the advances made under this Credit,
     repayments on account thereof and the indebtedness of the Borrower to the
     Bank.

Acceleration

7.   (a)      All indebtedness and liability of the Borrower to the Bank
              payable on demand, is repayable by the Borrower to the Bank at any
              time on demand;

     (b)      All indebtedness and liability of the Borrower to the Bank not
              payable on demand, shall, at the option of the Bank, become
              immediately due and payable, the security held by the Bank shall
              immediately become enforceable, and the obligation of the Bank to
              make further advances or other accommodation available under the
              Credits shall terminate, if any one of the following Events of
              Default occurs:

               (i)    the Borrower or any guarantor fails to make when due,
                      whether on demand or at a fixed payment date, by
                      acceleration or otherwise, any payment of interest,
                      principal, fees, commissions or other amounts payable to
                      the Bank;

              (ii)    there is a breach by the Borrower or any guarantor of any
                      other term or condition contained in this Commitment
                      Letter or in any other agreement to which the Borrower
                      and/or any guarantor and the Bank are parties;


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<PAGE>


              (iii)   any default occurs under any security listed in this
                      Commitment Letter under the headings "Specific Security"
                      or "General Security" or under any other credit, loan or
                      security agreement to which the Borrower and/or any
                      guarantor is a party;

              (iv)    any bankruptcy, re-organization, compromise, arrangement,
                      insolvency or liquidation proceedings or other proceedings
                      for the relief of debtors are instituted by or against the
                      Borrower or any guarantor and, if instituted against the
                      Borrower or any guarantor, are allowed against or
                      consented to by the Borrower or any guarantor or are not
                      dismissed or stayed within 60 days after such institution;

              (v)     a receiver is appointed over any property of the Borrower
                      or any guarantor or any judgement or order or any process
                      of any court becomes enforceable against the Borrower or
                      any guarantor or any property of the Borrower or any
                      guarantor or any creditor takes possession of any property
                      of the Borrower or any guarantor ;(vi) any course of
                      action is undertaken by the Borrower or any guarantor or
                      with respect to the Borrower or any guarantor which would
                      result in the Borrower's or guarantor's reorganization,
                      amalgamation or merger with another corporation or the
                      transfer of all or substantially all of the Borrower's or
                      any guarantor's assets;

              (vii)   any guarantee of indebtedness and liability under the
                      Credit Line is withdrawn, determined to be invalid or
                      otherwise rendered ineffective;

              (viii)  any adverse change occurs in the financial condition of
                      the Borrower or any guarantor.

              (ix)    any adverse change occurs in the environmental condition
                      of:

                      (A)    the Borrower or any guarantor of the Borrower; or


                      (B)    any property, equipment, or business activities
                             of the Borrower or any guarantor of the Borrower.

Costs

8. All costs, including legal and appraisal fees incurred by the Bank relative
to security and other documentation and the enforcement thereof, shall be for
the account of the Borrower and may be charged to the Borrower's deposit account
when submitted.


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